Peering Policy & Bilateral Interconnection Agreement

Key Bridge supports bilateral, settlement-free interconnection and data exchange with other spectrum administrator databases and systems. This type of data exchange is called “peering”.

Introduction

This document sets forth Key Bridge LLC (Key Bridge) policy for bilateral settlement-free interconnection and data exchange between two White Space database systems (parties), also referred to as “peering”. Key Bridge may update its policy from time to time and maintains the current version of its policy on the Key Bridge public web site at http://keybridgeglobal.com/keybridge/peering.

In addition to the general Terms & Conditions and API Terms of Service, the following Terms of Service apply to your use of Key Bridge Peering services.

Establishment

All peering correspondence should be sent via e-mail to peering@keybridgeglobal.com.

Scope and Limitations of Agreement

This agreement governs the exchange of information describing the technical details of various types of wireless services limited to the following frequency bands and jurisdictions.

• US TV Bands
• CA TV Bands
• UK TV Bands
• US MM Bands

Operational and Qualification Requirements

Parties shall be recognized by the relevant Government regulator and their respective systems shall have received official certification or permission to commence operation in the geographic region for which it seeks to peer.

Parties shall provide service in the entire geographic region for which they seek to peer. A geographic regions is defined by the scope of a system's regulatory authorization. For example, in the United States, the region is the continental United States, Alaska, Puerto Rico and the U.S. Virgin Islands, Hawaii, Pacific Island territories, etc.

Parties must operate a fully redundant system capable of handling a simultaneous single-node outage without significantly affecting the performance of the interconnection.

Interconnection Requirements

The Interconnection is to be achieved via one or more secure connections employing standards-compliant, established and proven techniques. Acceptable methods include REST web services, SOAP web services, messaging services, secure file exchange, etc.

Exchanged data shall be encoded in a well-documented, publicly available, license-free format.

Security Requirements

The Interconnection shall include accommodations for counter-party authentication, non-repudiation and data integrity. For example, connections between systems should be protected with methods like TLS, SSL, IPSEC or other established link encryption technologies. Transmitted data should cryptographically signed to the receiving party and encrypted if necessary.

Re-Transmission

The Interconnection is to be used purely for the bilateral exchange of wireless service records and information between the parties. Neither party may re-originate or re-transmit information received from the other and no data from third party systems may transit the interconnection.

This condition will not apply to a mutual backup agreement that may be established between the parties.

Information Validity

Parties acknowledge that they each are not responsible for the validity of a wireless service description but rather for its reliable exchange. Parties are permitted to block or discard any information which they receive and consider harmful to their respective system; harmful may be non-exclusively defined as including wireless service descriptions that contain malformed, garbled or invalid field values or wireless service descriptions that are not otherwise not valid. The blocking party shall notify the blocked party as soon as reasonably practicable and shall provide the blocked party with a detailed explanation for the blocking action.

Costs and Charges

Parties are to bear their own costs for the provision of software and systems necessary to implement interconnection. In consideration of the cooperation of each party there are to be no charges between Parties for this service, subject to further agreement.

Development, Implementation and Testing

The Interconnection shall be achieved via a publish - subscribe messaging pattern, where Parties are responsible to make available for download (publish) their respective information but not responsible for the actual download and acceptance (subscribe) of their data.

Parties are exclusively responsible for the development of its own publication systems. Each party is also responsible for the development, testing and implementation of its own client (subscriber) software.

Parties shall make available published data to support operational testing, inspection and verification of operation with the counter-party's respective systems prior to interconnection and shall make reasonable efforts to support the other party's implementation efforts.

Effective Date, Term, Termination, and Disconnection

This agreement shall become effective upon establishment of the Interconnection by the Parties, subject to acceptance by the relevant Government regulator (if applicable), or upon designation by the relevant Government regulator (if required).

This agreement shall remain in effect for the duration of use or such other longer period as the Parties may agree and shall be automatically renewed in one-year increments unless terminated by either party by giving the other party at least thirty Calendar Days prior written notice.

No termination shall become effective until the Parties have complied with all Laws and Regulations applicable to such termination, including notifications to the relevant regulator or regulators (if required).

In the event that there is a material change in Applicable Laws and Regulations that would prevent either party from performing its obligations under this agreement or that would impose a substantial additional cost upon the Parties to perform their respective obligations under this agreement, and for which cost other party is not reimbursed, either party may terminate this agreement by giving the other party at least thirty Calendar Days prior written notice.

Under Emergency Conditions, Parties shall have the right to immediately suspend the Interconnection. Suspending Party shall promptly notify the other when it becomes aware of an Emergency Condition that affects its System or that may reasonably be expected to affect the other's system. To the extent information is known, the notification shall describe the Emergency Condition, the extent of the damage or deficiency, or the expected effect, its anticipated duration, and any necessary corrective action.

Parties have the right to interrupt Interconnection Service when necessary for routine maintenance and repairs on their respective systems. Parties shall provide each other with reasonable notice prior to such interruption.

Ammendments and Notifications

Parties may by mutual agreement amend this agreement by a written instrument duly executed by both of the Parties

Re-Assignment

This agreement may not be re-assigned.

Notices

Notice, demand or request by either Party to the other shall be effective when delivered and may be delivered by email, by recognized national courier, or with the United States Postal Service with postage prepaid, for delivery by certified or registered mail.

Parties will provide each other with the name, title, address and phone numbers of its representative to receive operational communications and to conduct the daily communications which may be necessary or convenient for the administration of this agreement.

No Partnership, Agency or Endorsement

This agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon either Party. Neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party.

Indemnification.

Parties agree to hold each other harmless, to indemnify the other and, to the extent permitted by applicable law, defend from and against any third party claim arising from or in any way related to the Interconnection.

Severability.

If any provision or portion of this agreement shall for any reason be held or adjudged to be invalid or illegal or unenforceable by any court of competent jurisdiction or other Governmental Authority, (1) such portion or provision shall be deemed separate and independent, (2) the Parties shall negotiate in good faith to restore insofar as practicable the benefits to each Party that were affected by such ruling, and (3) the remainder of this agreement shall remain in full force and effect.

All material is copyright © Key Bridge LLC (Key Bridge) and/or its affiliates. All rights reserved. Use is subject to license terms.

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